NUTEX HEALTH INC._March 31, 2025
0001479681false00014796812025-03-312025-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): March 31, 2025

 

NUTEX HEALTH INC.

(Exact name of registrant as specified in its charter)

 

Delaware

001-41346

11-3363609

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(I.R.S. Employer
Identification Number)

​

‎6030 S. Rice Ave, Suite C, Houston, Texas 77081

(Address of principal executive offices) (zip code)

 

‎(713) 660-0557‎

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

 NUTX

NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.‎ Results of Operations and Financial Condition

On March 31, 2025, Nutex Health Inc. (the “Company”) announced its financial and operating results for the fourth quarter and year ending December 31, 2024. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.

Description of Exhibit

99.1

Press Release dated March 31, 2025

104

Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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THE INFORMATION CONTAINED IN ITEM 2.02 OF THIS CURRENT REPORT, INCLUDING EXHIBIT 99.1 ATTACHED HERETO, SHALL NOT BE DEEMED “FILED” FOR THE PURPOSES OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, NOR SHALL IT BE DEEMED INCORPORATED BY REFERENCE INTO ANY REGISTRATION STATEMENT OR OTHER FILING PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, EXCEPT AS OTHERWISE EXPRESSLY STATED IN SUCH FILING

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

​

​

​

​

​

Date: March 31, 2025

​

Nutex Health Inc.

​

​

​

By: /s/ Jon C. Bates

​

Jon C. Bates

​

Chief Financial Officer

​

​

​

​

​

​

​

Graphic

NUTEX HEALTH reports FOURTH quarter and FULL year 2024 financial results

Full year 2024 highlights:

​

●Total revenue of $479.9 million Versus $247.6 Million IN 2023, an increase of 93.8%
●NET INCOME OF $52.2 MILLION VERSUS Net LOSS OF $45.8 MILLION IN 2023
●Diluted EPS of $9.71 per share Versus $(10.39) per share in 2023
●EBITDA OF $98.4 MILLION VERSUS $(22.5) MILLION in ebitda in 2023
●ADJUSTED EBITDA OF $123.7 MILLION VERSUS $10.8 MILLION IN 2023, AN INCREASE OF 1,045.4%
●Net cash from operating activities of $23.2 million
●COMPANY BELIEVES ITs ARBITRATION EFFORTS, THROUGH THE independent dispute resolution (IDR) PROCESS, HAs RESULTED IN MORE EQUITABLE PAYMENTS

HOUSTON, TX − (PRNewswire) –MARCH 31, 2025 – Nutex Health Inc. (“Nutex Health” or the “Company”) (NASDAQ: NUTX), a physician-led, integrated healthcare delivery system comprised of 24 state-of-the-art micro hospitals and hospital outpatient departments (HOPDs) in 11 states and primary care-centric, risk-bearing physician networks, today announced fourth quarter 2024 and fiscal year 2024 financial results for the twelve months ended December 31, 2024.

Financial highlights for the year ended December 31, 2024:

​

●Total revenue increased $232.3 million to $479.9 million for the year ended December 31, 2024 as compared to total revenue of $247.6 million for the same period in 2023, an increase of 93.8%. Of this revenue growth, revenue from mature hospitals, which are hospitals opened prior to December 31, 2021, increased by 56.6% in 2024 compared to 2023.
●The arbitration process resulted in approximately $169.7 million more in revenue in 2024 than in 2023, which amounted to approximately 73.1% of the $232.3 million revenue increase.  Of the $169.7 million in arbitration revenue, $68.9 million, $70.5 million and $30.3 million related to dates of services for the fourth quarter 2024, third quarter 2024 and pre-third quarter 2024, respectively.
●Operating income for the year ended December 31, 2024 was $130.6 million compared to an operating loss of $31.8 million for the year ended December 31, 2023, representing a $162.4 million improvement year over year.
●Net income attributable to Nutex Health of $52.2 million as compared to net loss attributable to Nutex Health of $45.8 million for the year ended December 31, 2023. This $52.2 million amount includes non-cash items of $25.3 million (non-cash stock-based compensation expense of $16.6 million, non-cash impairment of assets of $3.9 million, non-cash impairment of goodwill of $3.2 million and $1.6 million non-cash loss on warrant liability) in the year ended December 31, 2024, while the $45.8 million amount includes non-cash items of $33 million (non-cash stock-based compensation expense of $2.8 million, non-cash impairment of assets of $29.1 million and non-cash impairment of goodwill of $1.1 million) in the year ended December 31, 2023.
●EBITDA attributable to Nutex Health of $98.4 million, as compared to EBITDA attributable to Nutex Health of $(22.5) million for the year ended December 31, 2023.
●Adjusted EBITDA attributable to Nutex Health of $123.7 million, as compared to Adjusted EBITDA attributable to Nutex Health of $10.8 million for the year ended December 31, 2023, an increase of 1,045.4%.
●Total visits at the Hospital Division were 168,388 for the year ended December 31, 2024, as compared to 144,058 for the same period in 2023, an increase of 24,330 or 16.9%. Of this visit growth, visits at mature hospitals increased by 6.5% in the year ended December 31, 2024 compared to the same period in 2023.
●Net cash from operating activities of $23.2 million for the year ended December 31, 2024.
●As of December 31, 2024, the Company had total assets of $655.3 million, including cash and cash equivalents of $43.6 million and long-term debt of $22.5 million.

Page 1 of 8


​

Financial highlights for the three months ended December 31, 2024:

​

●Total revenue of $257.6 million for the three months ended December 31, 2024 as compared to total revenue of $69.7 million for the three months ended December 31, 2023, an increase of $187.9 million (or 269.6%). Of this revenue growth, revenue from mature hospitals, which are hospitals opened prior to December 31, 2021, increased by 175.6% in 2024 compared to the same period in 2023.
●The arbitration process resulted in approximately $169.7 million more in revenue in the fourth quarter 2024 compared to the fourth quarter 2023, which amounted to approximately 90.3% of the $187.9 million increase in overall revenue. Of the $169.7 million in arbitration revenue, $68.9 million, $70.5 million and $30.3 million related to dates of services for the fourth quarter 2024, third quarter 2024 and pre-third quarter 2024, respectively.
●Operating income (including the negative impact of a $14.7 million non-cash stock-based compensation expense) for the three months ended December 31, 2024 was $114.2 million, compared to an operating loss of approximately $26.1 million for the three months ended December 31, 2023, representing a $140.3 million improvement quarter over quarter.
●Net income attributable to Nutex Health of $61.7 million in the three months ended December 31, 2024 as compared to a net loss attributable to Nutex Health of $31.7 million for the three months ended December 31, 2023. This $61.7 million amount includes a $0.5 million non-cash loss on warrant liability as well as the $14.7 million non-cash stock-based compensation expense noted above.
●EBITDA attributable to Nutex Health of $78.4 million for the three months ended December 31, 2024, as compared to EBITDA attributable to Nutex Health of $(27.7) million for the three months ended December 31, 2023.
●Adjusted EBITDA attributable to Nutex Health of $93.6 million for the three months ended December 31, 2024, as compared to Adjusted EBITDA attributable to Nutex Health of $3.1 million for the three months ended December 31, 2024, an increase of 2,919.4%.
●Total visits at the Hospital Division were 45,444 for the fourth quarter 2024, as compared to 41,381 for the fourth quarter 2023, an increase of 4,063 or 9.8%. Of this visit growth, visits at mature hospitals increased by 3.1% in 2024 compared to the same period in 2023.

Note: EBITDA and Adjusted EBITDA are non-GAAP financial metrics. A reconciliation of non-GAAP to GAAP measures is included below in this earnings release.

“We are pleased to report record annual revenues, net income and solid free cash flows, as well as impressive margin expansion as a result of our continued focus on revenue growth while controlling our costs and still opening four hospitals in 2024,” stated Jon Bates, Chief Financial Officer of Nutex Health.

"In 2024, Nutex Health achieved significant operational improvements across all key metrics. Total hospital division visits increased by 16.9%, driven by higher ER acuity and an enhanced service mix, with greater focus on observation patients and inpatients. In 2025, we will continue optimizing operations and maintaining a lean cost structure to support sustained growth," said Josh DeTillio, Chief Operating Officer of Nutex Health.

“Nutex Health delivered healthy year-end and fourth quarter financial and operational results last year. The arbitration initiative that we began in July 2024 is generating higher reimbursement amounts per visit this year and is more in line with a fair market rate. We would like to thank our dedicated teams of physicians, nurses and all our other team members for continuing to deliver for our patients. We enter 2025 with great momentum and look forward to continuing our strong financial and operational performance,” stated Tom Vo, M.D., MBA, Chairman and Chief Executive Officer of Nutex Health.

For more details on the Company’s Fourth Quarter 2024 financial results, please refer to our Annual Report on Form 10-K filed with the U.S. Securities & Exchange Commission and accessible at www.sec.gov.

Page 2 of 8


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​

NUTEX HEALTH INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

​

​

​

​

​

​

​

​

​

    

December 31, 

​

​

2024

​

2023

Assets

​

​

​

​

​

​

Current assets:

​

​

​

​

​

​

Cash and cash equivalents

​

$

43,581,412

​

$

22,002,056

Accounts receivable

​

 

232,449,226

​

 

58,624,301

Accounts receivable - related parties

​

 

3,602,189

​

 

4,152,068

Inventories

​

 

2,849,814

​

 

3,390,584

Prepaid expenses and other current assets

​

 

9,996,244

​

 

2,679,394

Total current assets

​

​

292,478,885

​

​

90,848,403

Property and equipment, net

​

​

77,932,744

​

​

81,387,649

Operating right-of-use assets

​

​

27,871,830

​

​

11,853,082

Financing right-of-use assets

​

 

218,889,351

​

 

176,146,329

Intangible assets, net

​

​

15,530,281

​

​

20,512,636

Goodwill, net

​

 

13,918,719

​

 

17,066,263

Deferred tax assets

​

​

7,987,236

​

​

-

Other assets

​

​

711,347

​

​

431,135

​

​

​

​

​

​

​

Total assets

​

$

655,320,393

​

$

398,245,497

​

​

​

​

​

​

​

Liabilities and Equity

​

 

  

​

 

  

Current liabilities:

​

 

  

​

 

  

Accounts payable

​

$

9,613,821

​

$

18,899,196

Accounts payable - related parties

​

 

4,345,138

​

 

6,382,197

Lines of credit

​

 

3,554,029

​

 

3,371,676

Current portion of long-term debt

​

 

14,395,457

​

 

10,808,721

Operating lease liabilities, current portion

​

​

2,079,940

​

​

1,579,987

Financing lease liabilities, current portion

​

​

7,704,873

​

​

4,315,979

Accrued arbitration expenses

​

​

47,741,815

​

​

-

Accrued income tax expense

​

​

25,989,262

​

​

-

Accrued expenses and other current liabilities

​

​

25,441,790

​

 

12,955,296

Total current liabilities

​

 

140,866,125

​

 

58,313,052

Long-term debt, net

​

​

22,465,896

​

​

26,314,733

Operating lease liabilities, net

​

​

30,617,399

​

​

15,479,639

Financing lease liabilities, net

​

​

259,479,096

​

​

213,886,213

Deferred tax liabilities

​

​

-

​

​

5,145,754

Total liabilities

​

 

453,428,516

​

 

319,139,391

​

​

​

​

​

​

​

Commitments and contingencies (Note 10)

​

​

​

​

​

​

​

​

​

​

​

​

​

Equity:

​

​

​

​

​

​

Common stock, $0.001 par value; 950,000,000 shares authorized; 5,511,452 and 4,511,199 shares issued and outstanding as of December 31, 2024 and
December 31, 2023, respectively

​

​

5,511

​

​

4,511

Additional paid-in capital

​

​

503,232,609

​

​

470,521,218

Accumulated deficit

​

​

(356,893,371)

​

​

(409,072,539)

Nutex Health Inc. equity

​

​

146,344,749

​

​

61,453,190

Noncontrolling interests

​

 

55,547,128

​

​

17,652,916

Total equity

​

​

201,891,877

​

​

79,106,106

​

​

​

​

​

​

​

Total liabilities and equity

​

$

655,320,393

​

$

398,245,497

​

Page 3 of 8


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NUTEX HEALTH INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended December 31

​

Year ended December 31

​

​

2024

    

2023

    

2024

    

2023

Revenue:

​

​

​

​

​

​

    

​

​

​

​

​

Hospital division

​

$

249,696,907

​

$

62,585,167

​

$

449,063,683

​

$

218,070,397

Population health management division

​

​

7,920,809

​

​

7,084,306

​

​

30,884,950

​

​

29,575,919

Total revenue

​

​

257,617,716

​

​

69,669,473

​

​

479,948,633

​

​

247,646,316

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating costs and expenses:

​

​

​

​

​

​

​

​

​

​

​

​

Payroll

​

​

32,277,720

​

​

28,807,419

​

​

117,527,022

​

​

108,377,938

Contract services

​

​

68,275,505

​

​

14,377,128

​

​

100,757,191

​

​

42,349,982

Medical supplies

​

​

2,392,577

​

​

3,402,926

​

​

15,285,481

​

​

14,151,140

Depreciation and amortization

​

​

5,280,488

​

​

4,682,724

​

​

18,971,972

​

​

17,591,572

Other

​

​

7,765,372

​

​

5,185,964

​

​

31,145,690

​

​

30,401,513

Total operating costs and expenses

​

​

115,991,662

​

​

56,456,161

​

​

283,687,356

​

​

212,872,145

​

​

​

​

​

​

​

​

​

​

​

​

​

Gross profit

​

​

141,626,054

​

​

13,213,312

​

​

196,261,277

​

​

34,774,171

​

​

​

​

​

​

​

​

​

​

​

​

​

Corporate and other costs:

​

​

​

​

​

​

​

​

​

​

​

​

Facilities closing costs

​

​

-

​

​

-

​

​

-

​

​

217,266

Acquisition costs

​

​

-

​

​

-

​

​

-

​

​

43,464

Stock-based compensation

​

​

14,680,454

​

​

637,159

​

​

16,631,898

​

​

2,835,971

Impairment of assets

​

​

(11,640)

​

​

29,082,203

​

​

3,887,216

​

​

29,082,203

Impairment of goodwill

​

​

-

​

​

1,139,297

​

​

3,197,391

​

​

1,139,297

General and administrative expenses

​

​

12,747,842

​

​

8,499,550

​

​

41,923,972

​

​

33,229,718

Total corporate and other costs

​

​

27,416,656

​

​

39,358,209

​

​

65,640,477

​

​

66,547,919

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating income (loss)

​

​

114,209,398

​

​

(26,144,897)

​

​

130,620,800

​

​

(31,773,748)

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest expense, net

​

​

5,052,081

​

​

4,236,553

​

​

19,932,015

​

​

16,317,869

Loss on warrant liability

​

​

536,264

​

​

-

​

​

1,608,973

​

​

-

Other expense (income)

​

​

43,119

​

​

328,461

​

​

(668,930)

​

​

399,182

Income (loss) before taxes

​

​

108,577,934

​

​

(30,709,911)

​

​

109,748,742

​

​

(48,490,799)

​

​

​

​

​

​

​

​

​

​

​

​

​

Income tax expense (benefit)

​

​

8,608,746

​

​

(2,998,554)

​

​

14,476,821

​

​

(5,067,084)

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss)

​

​

99,969,188

​

​

(27,711,357)

​

​

95,271,921

​

​

(43,423,715)

​

​

​

​

​

​

​

​

​

​

​

​

​

Less: net income attributable to noncontrolling interests

​

​

38,273,584

​

​

3,906,540

​

​

43,092,753

​

​

2,362,899

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss) attributable to Nutex Health Inc.

​

$

61,695,604

​

$

(31,617,897)

​

$

52,179,168

​

$

(45,786,614)

​

​

​

​

​

​

​

    

​

​

​

​

​

Earnings (loss) per common share

​

​

​

​

​

​

    

​

​

​

​

​

Basic

​

$

11.83

​

$

(7.47)

    

$

10.25

​

$

(10.39)

Diluted

​

$

11.12

​

$

(7.47)

    

$

9.71

​

$

(10.39)

​

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Page 4 of 8


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NUTEX HEALTH INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

Year ended December 31, 

​

    

2024

    

2023

    

2022

Cash flows from operating activities:

​

​

​

​

​

​

​

​

​

Net income (loss)

​

$

95,271,921

​

$

(43,423,715)

​

$

(432,739,618)

Adjustment to reconcile net income (loss) to net cash from operating activities:

 

​

​

​

​

​

​

​

​

Depreciation and amortization

 

​

18,971,972

​

​

17,591,572

​

​

13,131,374

Impairment of assets

​

​

3,887,216

​

​

29,082,203

​

​

-

Impairment of goodwill

​

​

3,197,391

​

​

1,139,297

​

​

398,135,038

Derecognition of goodwill

​

​

453,017

​

​

-

​

​

-

Loss on warrant liability

​

​

1,608,973

​

​

-

​

​

-

Stock-based compensation expense

​

​

16,631,898

​

​

2,835,971

​

​

189,581

Rescission of warrant exercise expense

​

​

-

​

​

-

​

​

561,651

Deferred tax (benefit) expense

 

​

(13,132,990)

​

​

(5,707,323)

​

​

4,996,209

Debt accretion expense

​

​

1,042,663

​

​

1,209,981

​

​

1,952,829

Loss on lease termination

 

​

-

​

​

58,210

​

​

-

Non-cash lease expense

​

​

(381,035)

​

​

131,582

​

​

64,143

Changes in operating assets and liabilities:

​

​

​

​

​

​

​

​

​

Accounts receivable

​

​

(173,956,924)

​

​

(969,761)

​

​

56,622,133

Accounts receivable - related party

 

​

549,879

​

​

(3,613,885)

​

​

1,454,934

Inventories

​

​

540,770

​

​

142,701

​

​

(719,107)

Prepaid expenses and other current assets

 

​

(7,021,010)

​

​

(817,297)

​

​

(1,419,139)

Accounts payable

 

​

(8,682,179)

​

​

(4,715,101)

​

​

10,018,100

Accounts payable - related party

​

​

(2,037,059)

​

​

2,466,536

​

​

(329,155)

Accrued arbitration expenses

​

​

47,741,815

​

​

-

​

​

-

Accrued income tax expense

​

​

25,989,262

​

​

-

​

​

-

Accrued expenses and other current liabilities

​

​

12,478,227

​

​

5,845,481

​

​

(1,311,865)

Net cash from operating activities

​

​

23,153,807

​

​

1,256,452

​

​

50,607,108

​

 

​

​

​

​

​

​

​

​

Cash flows from investing activities:

 

​

​

​

​

​

​

​

​

Acquisitions of property and equipment

 

​

(2,303,897)

​

​

(9,496,832)

​

​

(14,632,414)

Acquired cash in reverse acquisition with Clinigence

​

​

-

​

​

-

​

​

12,716,228

Cash related to sale of business

​

​

(361,325)

​

​

-

​

​

-

Payments for acquisitions of businesses, net of cash acquired

​

​

-

​

​

(703,893)

​

​

-

Cash related to deconsolidation of Real Estate Entities

​

​

-

​

​

(1,039,157)

​

​

(2,421,212)

Net cash from investing activities

​

​

(2,665,222)

​

​

(11,239,882)

​

​

(4,337,398)

​

​

​

​

​

​

​

​

​

​

Cash flows from financing activities:

​

​

​

​

​

​

​

​

​

Proceeds from lines of credit

​

​

2,261,743

​

​

2,340,911

​

​

2,623,479

Proceeds from notes payable

​

​

7,014,999

​

​

16,952,905

​

​

815,881

Proceeds from convertible notes

​

​

-

​

​

4,909,864

​

​

-

Repayments of lines of credit

​

​

(2,079,390)

​

​

(1,592,714)

​

​

(72,055)

Repayments of notes payable

​

​

(9,969,391)

​

​

(16,479,512)

​

​

(7,237,094)

Repayments of finance leases

 

​

(4,628,083)

​

​

(3,484,683)

​

​

(1,721,224)

Proceeds from common stock issuance, net issuance costs

​

​

9,202,500

​

​

-

​

​

-

Rescission of warrant exercise

​

​

-

​

​

-

​

​

(588,042)

Proceeds from exercise of warrants

 

​

2,373,336

​

​

-

​

​

4,119,141

Proceeds from exercise of options

​

​

-

​

​

-

​

​

644,974

Members' contributions

​

​

3,353,023

​

​

298,032

​

​

4,513,867

Members' distributions

​

​

(6,437,966)

​

​

(5,214,581)

​

​

(51,231,657)

Net cash from financing activities

​

​

1,090,771

​

​

(2,269,778)

​

​

(48,132,730)

Net change in cash and cash equivalents

​

​

21,579,356

​

​

(12,253,208)

​

​

(1,863,020)

Cash and cash equivalents - beginning of the year

​

​

22,002,056

​

​

34,255,264

​

​

36,118,284

Cash and cash equivalents - end of the year

​

$

43,581,412

​

$

22,002,056

​

$

34,255,264

​

​

Page 5 of 8


​

Non-GAAP Financial Measures (Unaudited)

​

EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA are used as a supplemental non-GAAP financial measure by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. We believe EBITDA and Adjusted EBITDA are useful because it allows us to more effectively evaluate our operating performance.

​

We define EBITDA as net income (loss) attributable to Nutex Health Inc. plus interest expense, income taxes, depreciation and amortization.

​

We define Adjusted EBITDA as net income (loss) attributable to Nutex Health Inc. plus net interest expense, income taxes, depreciation and amortization, further adjusted for stock-based compensation, certain defined items of expense, any acquisition-related costs and impairments. Interest expense includes interest on lease liabilities, which is a component of total finance lease cost. A reconciliation of net income to Adjusted EBITDA is included below. Adjusted EBITDA is not intended to serve as an alternative to U.S. GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies.

​

​

​

​

​

​

​

​

​

​

​

​

​

Year ended December 31, 

​

​

2024

    

2023

    

2022

Reconciliation of net income (loss) attributable to Nutex Health Inc. to Adjusted EBITDA:

​

​

​

​

​

​

​

​

​

Net income (loss) attributable to Nutex Health Inc.

​

$

52,179,168

​

$

(45,786,614)

​

$

(424,780,446)

Depreciation and amortization

​

​

18,971,972

​

​

17,591,572

​

​

13,131,374

Interest expense, net

​

​

19,932,015

​

​

16,317,869

​

​

12,490,260

Income tax expense (benefit)

​

​

14,476,821

​

​

(5,067,084)

​

​

13,090,905

Allocation to noncontrolling interests

​

​

(7,176,312)

​

​

(5,546,263)

​

​

(4,837,514)

EBITDA

​

​

98,383,664

​

​

(22,490,520)

​

​

(390,905,421)

Facility closing costs

​

​

-

​

​

217,266

​

​

-

Acquisition costs

​

​

-

​

​

43,464

​

​

3,885,666

Loss on warrant liability

​

​

1,608,973

​

​

-

​

​

-

Stock-based compensation

​

​

16,631,898

​

​

2,835,971

​

​

189,581

Rescission of warrant exercise

​

​

-

​

​

-

​

​

1,243,059

Impairment of assets

​

​

3,887,216

​

​

29,082,203

​

​

-

Impairment of goodwill

​

​

3,197,391

​

​

1,139,297

​

​

398,135,038

Adjusted EBITDA

​

$

123,709,142

​

$

10,827,681

​

$

12,547,923

​

​

​

​

​

​

​

​

​

​

Three months ended

​

Three months ended

​

​

December 31, 2024

​

December 31, 2023

​

​

Unaudited

​

Unaudited

Reconciliation of net income (loss) attributable to Nutex Health Inc. to Adjusted EBITDA:

​

​

​

​

​

​

Net income (loss) attributable to Nutex Health Inc.

​

$

61,695,604

​

$

(31,617,897)

Depreciation and amortization

​

​

5,280,488

​

​

4,682,724

Interest expense, net

​

​

5,052,081

​

​

4,236,553

Income tax expense (benefit)

​

​

8,608,746

​

​

(2,998,554)

Allocation to noncontrolling interests

​

​

(2,195,888)

​

​

(2,045,390)

EBITDA

​

​

78,441,031

​

​

(27,742,564)

Loss on warrant liability

​

​

536,264

​

​

-

Stock-based compensation

​

​

14,680,454

​

​

637,159

Impairment of assets

​

​

(11,640)

​

​

29,082,203

Impairment of goodwill

​

​

-

​

​

1,139,297

Adjusted EBITDA

​

$

93,646,109

​

$

3,116,095

​

​

Page 6 of 8


​

About Nutex Health Inc.

​

Headquartered in Houston, Texas and founded in 2011, Nutex Health Inc. (NASDAQ: NUTX) is a healthcare management and operations company with two divisions: a Hospital Division and a Population Health Management Division.

​

The Hospital Division owns, develops and operates innovative health care models, including micro-hospitals, specialty hospitals, and hospital outpatient departments (HOPDs). This division owns and operates 24 facilities in 11 states.

​

The Population Health Management division owns and operates provider networks such as Independent Physician Associations (IPAs). Through our Management Services Organization (MSO), we provide management, administrative and other support services to our affiliated hospitals and physician groups.

​

​

Page 7 of 8


​

Forward-Looking Statements

​

Certain statements and information included in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Act of 1995. When used in this press release, the words or phrases “will”, "will likely result," "expected to," "will continue," "anticipated," "estimate," "projected," "intend," “goal,” or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, known and unknown, and uncertainties, many of which are beyond the control of the Company.  Such uncertainties and risks include, but are not limited to, our ability to successfully execute our growth strategy, changes in laws or regulations, including the interim final and final rules implemented under the No Surprises Act , economic conditions, dependence on management, dilution to stockholders, lack of capital, the effects of rapid growth upon the Company and the ability of management to effectively respond to the growth and demand for products and services of the Company, newly developing technologies, the Company’s ability to compete, conflicts of interest in related party transactions, regulatory matters, protection of technology, lack of industry standards, the effects of competition and the ability of the Company to obtain future financing. An extensive list of factors that can affect future results are discussed in the Annual Report on Form 10-K for the year ended year ended December 31, 2024 under the heading “Risk Factors” in Part I, Item IA thereof, and other documents filed from time to time with the Securities and Exchange Commission. Such factors could materially adversely affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed within this press release.

​

​

FOR ADDITIONAL INFORMATION:

​

Nutex Health, Inc.

Jennifer Rodriguez – Investor Relations

[email protected]

– Media Contact

[email protected]

Page 8 of 8